Exhibit 10.4


 


TEAMING
AGREEMENT


 


This
Teaming Agreement (“Agreement”) dated as of November 11, 2018 (the “Effective Date”), is herein entered
into by and between United Capital Consultants, Inc. (“UCC”) a Delaware company with its principal address at 3210
E. Coralbell Ave., Mesa, AZ 85204, and MAV Capital, SLLC (“MAV”) an Illinois limited liability company with its principal
address at 3501 Algonquin Rd., Suite 670, Rolling Meadows, IL 60008. UCC and MAV are hereinafter sometimes referred to collectively
as the “Parties” and individually as a “Party”.


 


		1.	Recitals



 


This
Agreement establishes the basis for a teaming relationship under which the Parties will work together for the purpose of providing
advice in connection with and facilitating the development and funding of projects introduced by the Parties in the Southeast Asia
and Oceania regions (the “Projects”) and sets forth a mutually agreed upon and binding understanding between the Parties
with respect to the terms and conditions set forth herein provided, however, that further details may be elaborated in other agreements
as may be mutually agreed and will be entered into for consummating the transaction in compliance with all regulations and approvals
(“Additional Agreements”).


 


		2.	Background



 


UCC
is in the process of establishing a mechanism for providing project funding for renewable and clean energy assets. UCC intends
to deploy a portion of its capital for Projects that UCC has originated in Southeast Asia under a solar rooftop leasing program.
MAV has extensive knowledge and experience in originating, developing and funding renewable energy projects. MAV has relationships
with equity and capital vendors, international EPC contractors, equipment suppliers, project debt financiers, insurance and risk
mitigation agents and has significant experience in project management and other project related expertise. MAV also has access
to Projects in various stages of development around the world that may be of interest to UCC and may act as a solicitor of Projects.


 


UCC
and MAV desire to team together on Projects as set forth in the Roles and Responsibilities section hereunder.


 


		3.	Roles and Responsibilities:



 


		a.	UCC:



 


		 i.	Procure Projects, internally originated or through
an independent sales force



 


		ii.	Provide consulting services and prepare a working draft
of Pro Forma financial statements indicating the anticipated investment returns factoring in local incentives and/or obligations
such as tax and VAT



 




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		iii.	Provide spreadsheet outlining all anticipated Project
CapEx and anticipated Project funding requirements



 


		iv.	Facilitate the finalization and execution of all relevant
power purchase and/or leasing agreements, site control lease or purchase contracts, interconnection agreements and other required
documentation



 


		 v.	Provide advice, make introductions and/or otherwise
make arrangements for each Project’s funding requirements



 


		vi.	Provide any and all other responsibilities customary
for parties acting as “Co-developers” of each Project



 


		b.	MAV (Services based on Fees outlined in “Fee
for Services” Section):



 


		  i.	Procure “bankable” Prime EPC contractor
with sufficient bonding and insurance appropriate to the system size (“nameplate capacity”) of the Project(s)



 


		 ii.	Procure construction and debt financing for the Project
at an initial debt-to-equity ratio of between 85/15 and 90/10 assured through Sinosure, if necessary (each a “Debt Financing”)



 


		iii.	Provide any and all other responsibilities customary
for parties acting as “Co-developers” of each Project



 


		4.	Fee for Services:



 


		a.	MAV shall receive fees equal to Four percent (4%)
of total Debt Financing procured by MAV in connection with each Project (the “MAV Fees”). MAV hereby agrees that the
MAV Fees will be converted into shares of the common stock of UCC at a conversion rate equal to the current market trading price
per share of UCC’s common stock at the time of completion of each Project that is financed successfully. The conversion
of the MAV Fees into shares of the common stock of the Company will be evidenced by separate stock purchase agreements containing
customary representations as to the suitability of the Parties to enter into such agreements.



 


		5.	Term and Termination.



 


		a.	The term of this Agreement shall commence on the Effective
Date, and will automatically renew for successive one year periods unless terminated in accordance herewith (the “Term”).
The expiration of the Term shall not affect: (a) either parties’ obligation to pay any and all fees or otherwise perform
any obligation under this Agreement accrued as of the date of termination; or (b) the Confidentiality provisions provided herein.



 


		b.	Each party may terminate this agreement upon 30 days’
written notice to the other party; provided, either Party shall have the right to immediately terminate this Agreement if this
Agreement is no longer lawful or if the other Party commits any of the following events of default:



 




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		  i.	an intentional act of fraud, gross negligence or any
other material violation of law;



 


		 ii.	intentional damage or misrepresentation of the non-breaching
Party’s brand or reputation;



 


		iii.	intentional disclosure of the non-breaching Party’s
Confidential Information;



 


		iv.	a material breach of this Agreement, or any other agreements
entered into between the parties, that is not cured within 15 days’ of written notice to the breaching Party from the non-breaching
Party.



 


		6.	Records, Audits and Inspections.



 


		a.	Both Parties must maintain full, accurate, and complete
books of account and records reflecting all activities and transactions subject to or covered by this Agreement. These books and
records must be in at least sufficient detail to permit the written statements required by this Agreement to be completed and
the fees payable under this Agreement to be computed. These books and records must be maintained at the principal places of business
of the Parties and must be open to inspection, audit, and copying by the other Party or its designated representatives during
usual business hours, so long as reasonable advance notice is given.



 


		7.	Cooperation; Mediation; Applicable Law; Injunctive Relief.



 


		a.	This Agreement shall be governed by and construed
in accordance with the laws of the State of Arizona without regard to the conflict of law provisions thereof. The state and federal
courts located in Arizona shall have exclusive jurisdiction of the Parties for the purposes of adjudicating all disputes that
may arise under this Agreement.



 


		b.	In event of a dispute arising under this Agreement,
each Party shall make reasonable, good-faith effort to resolve such dispute informally, including but not limited to participation
in non-binding mediation.



 


		c.	A breach by either Party of any of the promises or
agreements contained herein will result in irreparable and continuing damage to the other Party for which there will be no adequate
remedy at law, and such other Party shall be entitled to injunctive relief and/or a decree for specific performance, and such
other relief as may be proper (including monetary damages if appropriate).



 


		8.	Non-Circumvention.



 


		a.	The parties each hereby irrevocably agree, for a period
of twenty-four (24) months from the expiration of the Term of this Agreement, and with respect to third parties introduced by
each Party to the other Party, not to circumvent, avoid, or bypass, directly or indirectly, the provisions of this Agreement in
order to avoid payments, or otherwise benefit, either financially or otherwise, from information supplied, or persons introduced,
by the other party.



 




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		9.	Notices.



 


		a.	All notices required to be given under this Agreement
shall be given in writing and delivered either by hand, by certified mail, return receipt requested, postage pre-paid, by Federal
Express, or other recognized overnight delivery service, all delivery charges pre-paid, and addressed to the Parties at the respective
addresses set forth below or at such other address as the intended recipient may specify in a notice pursuant to this Section:



 


IF
TO UCC:


 


United
Capital Consultants, Inc.


3210
E. Coralbell Ave.,


Mesa,
AZ 85204


 


IF
TO MAV:


 


MAV
Capital, SLLC


3501
Algonquin Rd., Suite 670


Rolling
Meadows, IL 60008


 


		10.	Assignment.



 


		a.	This Agreement may not be assigned or sub-licensed
by either Party without first obtaining written consent from the other Party. Said consent shall be given or withheld in the sole
discretion of the requested Party.



 


		11.	Entire Agreement.



 


		a.	This Agreement represents the entire agreement by
and between the Parties, and all prior understandings or writings are deemed merged herein. This Agreement shall not be altered,
amended or modified except by a writing signed by each of the Parties.



 


		12.	Further Instruments.



 


		a.	The Parties to this Agreement shall at any and all
times, upon request by the other Party, or its legal representative, make, execute, and deliver any and all such other and further
instruments as maybe necessary or desirable for the purpose of giving full force and effect to the provisions of this Agreement,
without charge therefore.



 




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		13.	Waiver.



 


		a.	No waiver of any provision of this Agreement may be
deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing
waiver. No waiver will be binding unless executed in writing by the Party making the waiver.



 


		14.	Binding Effect.



 


		a.	This Agreement shall be binding upon and inure to
the benefit of the respective Party's successors or assigns.



 


		15.	Independent Contractors.



 


		a.	Nothing herein contained shall be construed to place
the Parties in the relationship of partners, joint venturers, or agents, and neither Party shall have power to obligate or bind
the other Party in any manner whatsoever.



 


		16.	Representations and Warranties.



 


		a.	Each Party hereto represents and warrants that execution,
delivery and performance of this Agreement does not conflict with, or violate the terms of, any other agreement to which it is
a party or by which it is bound and that each Party is duly authorized to fulfill its obligations under this Agreement as contemplated
herein.



 




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		17.	Confidential Information.



 


		a.	As used herein, “Confidential Information”
means any and all technical and non-technical information of each of the Parties, and includes, without limitation, each Party’s
respective information concerning the Services, other services, financial information, marketing plans, client lists and any information
regarding each Party’s clients. Confidential Information also includes proprietary or confidential information of any third
Party that may be disclosed to either Party in the course of the other Party’s business. Any information disclosed by one
Party (“Discloser”) to the other (“Recipient”) will be considered Confidential Information when it would
reasonably be regarded as confidential in the course of business on account of the nature of the information or the circumstances
of its disclosure or is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time
(not to exceed thirty (30) days) after the oral disclosure. Recipient agrees not to disclose any Confidential Information of Discloser
to any person or entity. Recipient agrees not to use any Confidential Information of Discloser except to carry out the terms of
this Agreement and for any other purpose Discloser may hereafter authorize in writing. Recipient agrees to treat all Confidential
Information of Discloser with the same degree of care as each Party accords to its own Confidential Information, but in no case
less than reasonable care. Recipient agrees to disclose Confidential Information of Discloser only to those of its employees or
contractors having a need to know such information, and certifies that its employees or contractors have previously agreed, either
as a condition to employment or in order to obtain the Confidential Information of the other Party, to be bound by terms and conditions
substantially similar to those terms and conditions applicable hereunder. Recipient shall immediately give notice to Discloser
of any unauthorized use or disclosure of Discloser’s Confidential Information. Each Party shall assist the other Party in
remedying any such unauthorized use or disclosure of Confidential Information. The obligations of each of the Parties with respect
to any portion of the Confidential Information of the other Party shall not apply to such portion that: (i) was in the public
domain at or subsequent to the time such portion was communicated to Recipient by Discloser through no fault of Recipient; or
(ii) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such portion
was communicated to Recipient by Discloser; or (ii) was developed by employees or agents of Recipient independently of and without
reference to any information communicated to Recipient by Discloser; or (iv) subsequent to disclosure, is rightfully obtained
by Recipient from a third Party that is lawfully in possession of such information without restriction or under any obligation
to maintain the confidentiality of such information. A disclosure by either Party of Confidential Information of the other Party
(v) in response to a valid order by a court or other governmental body, (vi) otherwise required by law or (vii) necessary to establish
the rights of either Party under this Agreement, shall not be considered to be a breach of this Agreement by Recipient or a waiver
of confidentiality for other purposes. Upon written request by the Discloser, all items of Confidential Information including
all copies of tangible and electronic media to the extent that such tangible media incorporate any of Discloser’s Confidential
Information, shall be returned to the Discloser, or destroyed, with the Recipient certifying the destruction thereof.



 


		18.	Headings.



 


		a.	The various headings used in this Agreement are solely
for the convenience of the parties and shall not be used to interpret this Agreement.



 




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SIGNATURES


 


In
Witness Whereof, each of the parties has executed this Agreementvas of the day and
year first above written.


 





	MAV Capital, SLLC  	 	United Capital Consultants, Inc.
	 	 	 	 	 
	By: 	/s/ Michael A. Vecchione	 	By:	/s/ Clayton F. Patterson
	Name:	Michael A. Vecchione	 	Name:	Clayton F. Patterson
	Title:	Managing Member	 	Title:	Chief Executive Officer




 




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